of CF, which closing shall be deemed to haveoccurred concurrently with Agrium Inc.’s acquisition of a majority of the issued and outstandingshares of common stock of CF (on a fully diluted basis), whether by a merger or an exchange offer(the “Closing”) (such time is referred to herein as the “Effective Time”), each ofAgrium U.S.’s, Rentech’s and REMC’s rights (including distribution and marketing rights),obligations and interests in, to and under Article I (Appointment and Terms of Distribution) andArticle II (Purchase Orders, Price, Payment and Delivery Terms) of the Distribution Agreement shallbe terminated.2. Payment Survival.Notwithstanding Section 1 above:a. Agrium U.S.’s, Rentech’s and REMC’s rights, obligations and interests in, to and underArticle I and Article II of the Distribution Agreement with respect to any and all outstandingamounts payable or receivable (including, without limitation, any Applicable Commission orassumption of credit risk), as applicable, as of immediately prior to the Effective Time, shallsurvive the termination contemplated by this Amendment and shall continue to be in full force andeffect until such outstanding amounts are paid in full by the applicable party herein.b. It is hereby acknowledged and agreed that (i) in the event the Effective Time occurs on anydate other than April 25, 2010 (or April 25, 2011, as applicable), the maximum amount of theApplicable Commission to be paid pursuant to Section 2.3 of the Distribution Agreement (i.e.,$5,000,000 with respect to any twelve month period commencing on April 26 of a year and ending onApril 25 of the next succeeding year) shall be pro rated to reflect the fact that the terminationof the provisions of Article I and Article II of the Distribution Agreement pursuant to thisAmendment occurred on a date that is other than April 25, 2010 (or April 25, 2011, as applicable),(ii) to the extent applicable, the parties agree to reconcile between the actual amount ofApplicable Commission already paid during, or to be paid with respect to, the period starting onApril 26, 2009 (or April 26, 2010, respectively) and ending at the Effective Time and the adjustedamount of the Applicable Commission (as adjusted pursuant to clause (i) above) (i.e., Agrium U.S.shall refund to REMC any amount of the Applicable Commission paid during, or to be paid withrespect to, such period which were in excess of the adjusted maximum amount of the ApplicableCommission (as adjusted pursuant to clause (i) above)), and (iii) any outstanding amounts payableor receivable under Article I and Article II of the Distribution Agreement (including with respectto the Applicable Commission, as adjusted, as contemplated by clauses (i) and (ii) above) shall bepaid in accordance with the terms and conditions of the Distribution Agreement.c. Agrium U.S.’s, Rentech’s and REMC’s rights (including distribution and marketing rights),obligations and interests in, to and under Article I and Article II of the Distribution Agreementwith respect to any and all purchase orders
 
2

 
governing any Facility Products which are outstandingimmediately prior to the Effective Time shall survive the termination contemplated by thisAmendment and shall continue to be in full force and effect until such purchase orders are fullysatisfied in accordance with their terms and conditions.3. Use of Ammonia and UAN railcars by REMC.a. During the period between the Effective Time and December 31, 2010, Agrium U.S. (i) shallmaintain ten (10) ammonia railcars and ten (10) UAN railcars and (ii) shall make such railcarsavailable for use by REMC, at REMC’s option (which option must be exercised within ten (10)business days after the Effective Time), in the Facility, in each case, subject to the terms andconditions of the applicable lease agreement(s) governing such railcars between Agrium U.S. and theapplicable leasing company. REMC hereby acknowledges and agrees to operate and maintain suchrailcars in accordance with the terms and conditions of the applicable lease agreement(s) governingsuch railcars between Agrium U.S. and the applicable leasing company. Subject to the terms andconditions of the applicable lease agreement(s), Agrium U.S. shall provide REMC with a copy of theapplicable lease agreement(s) not later than ten (10) business days following the date hereof.b. During the period between January 1, 2011 and December 31, 2015, Agrium U.S. shall maintainten (10) ammonia railcars and REMC may, at REMC’s option (which option must be exercised not laterthan December 15, 2010), for the entire duration of such period, sublease such ten (10) ammoniarailcars from Agrium U.S., in each case, subject to the terms and conditions contained in theapplicable lease agreement(s) governing such railcars between Agrium U.S. and the applicableleasing company. The terms and conditions of such sublease agreement(s) between Agrium U.S. andREMC (including the consideration to be paid in connection with REMC’s sublease of such ten (10)ammonia railcars) shall be on a fully-net basis (so that all the costs and expenses incurred byAgrium U.S. in connection with the applicable lease agreement(s) with the applicable leasingcompany shall be paid in full by REMC) and shall reflect the same terms and conditions contained inthe underlying lease agreement(s) between Agrium U.S. and the applicable leasing company, asapplicable. To the extent different than the lease agreement(s) previously provided to REMC inaccordance with Section 3(a) above, and subject to the terms and conditions of the applicable leaseagreement(s), Agrium U.S. shall provide REMC with a copy of the applicable lease agreement(s) notlater than December 1, 2010.c. Subject to applicable law, Agrium U.S. shall use its commercially reasonable efforts totake all actions (reasonably within Agrium U.S.’s control) which may be necessary to provide REMCwith the full benefit of such applicable lease agreement(s) referred to in Section 3(a) and Section3(b) above, asapplicable (including, to the extent requested by REMC, extending the term thereof untilDecember 31, 2010 and December 31, 2015, as applicable) as they relate to such railcars.
 
3

 
d. Upon REMC’s exercise of its option pursuant to Section 3(a) and/or Section 3(b) above, asapplicable, and subject to the terms and conditions of the applicable lease agreement(s) governingsuch railcars between Agrium U.S. and the applicable leasing company, Agrium U.S. shall permit REMCto exclusively direct and manage all operations, administrative matters, contract management(including amendments), negotiations, claims, bankruptcy or other proceedings involving such leaseagreement(s) as they relate to the railcars utilized by REMC. Agrium U.S. shall promptly pay REMCany amounts received in connection with any such lease agreement(s) referred to in Section 3(a) andSection 3(b) above, as applicable, as they relate to such railcars being utilized by REMC duringthe option periods contemplated under Section 3(a) and Section 3(b) above, as applicable. AgriumU.S. shall also, at Agrium U.S.’s expense: (i) comply with any reasonable lawful instructionprovided by REMC in respect of the applicable lease agreement(s) as they relate to the railcarsutilized by REMC; (ii) refrain from incurring any costs under such lease agreement(s) which werenot scheduled to be paid pursuant to the applicable lease agreement(s); and (iii) provide anyrelevant information, as reasonably requested by REMC, in connection with any such leaseagreements(s) as they relate to the railcars being utilized by REMC. Agrium U.S. further agrees tonot amend, modify, terminate, extend or grant any waivers under any applicable lease agreement asthey relate to the railcars being utilized by REMC without REMC’s prior written consent (whichconsent may not be unreasonably withheld, delayed or conditioned).e. To the extent REMC exercises the option referred to in Section 3(a) and/or Section 3(b)above, REMC shall indemnify Agrium U.S. and its affiliates for, and hold Agrium U.S. and itsaffiliates harmless from, all Losses arising out of, resulting from or otherwise in respect ofREMC’s use and maintenance of any of the railcars referred to in Section 3(a) and/or Section 3(b)above, as applicable, and shall reimburse such persons from and against and with respect to allLosses resulting or arising thereunder. REMC shall not be required to indemnify Agrium U.S. andits affiliates for Losses to the extent arising out of, or resulting from, Agrium U.S. or any itsaffiliates’ intentional acts, omissions or negligence or non-compliance with this Section 3.“Losses” shall mean any and all losses, injuries, damages, deficiencies, claims,liabilities, costs (including reasonable legal and other costs), penalties, interest, expenses andobligations; provided, however, that Losses shall not include punitive, exemplary, remote orspeculative damages, except to the extend paid by Agrium U.S. or its affiliates to a third party.4. Extension of the Storage Term pursuant to Article III of the DistributionAgreement.a. Notwithstanding anything contained in the Distribution Agreement to the contrary and uponthe terms and subject to the conditions of thisAmendment, concurrently with the Closing, Article III (Terminal Services) of the DistributionAgreement shall be amended such that Agrium U.S. shall grant REMC an option to extend the StorageTerm of the Terminal Services in the NIOTA Facility for an
 
4

 
additional five (5) year period startingon July 1, 2016 and ending on June 30, 2021, which extended Storage Term shall continue to besubject to the terms and conditions currently in effect under the Distribution Agreement.b. REMC shall have the right to exercise such option contemplated by Section 4(a) of thisAmendment upon a written notice to Agrium U.S., which written notice shall be delivered to AgriumU.S. no later then the end of business day on March 31, 2016.c. Except as provided in this Section 4 and Section 9, the provisions of Article III shallremain unchanged during such additional five (5) year period.5. Transitional Services. During the period between the Effective Time and six (6)months thereafter, at no cost to REMC, Agrium U.S. shall provide REMC with transitional marketing(including the provision of detailed customer lists, customer contact information and customeraccount history), customer service and related IT support, in each case, only with respect to themarketing and sale of Products from the Facility and the storage of the same (the “TransitionalServices”). Agrium U.S. shall provide the Transitional Services in a manner consistent withAgrium U.S.’s internal practices prior to the Closing and otherwise in a manner intended tofacilitate the transfer of responsibility over the marketing of Product produced at the Facilityfrom Agrium U.S. to REMC as contemplated hereby. Nothing in this Section 5 shall require AgriumU.S. to perform, or cause any third party to perform, such Transitional Services in a manner thatwould constitute a violation of any law. REMC shall indemnify Agrium U.S. and its affiliates for,and hold Agrium U.S. and its affiliates harmless from, all Losses arising out of, resulting from orotherwise in respect of negligent actions or willful misconduct by REMC or its subsidiaries,agents, employees or affiliates with respect to the receipt of the Transitional Services or thatotherwise damage Agrium U.S.’s property, facilities, equipment or other infrastructure used in theprovision of such Transitional Services.6. Additional Terminal Services.a. If the Effective Time occurs on or before June 30, 2010, then during the period betweenJuly 1, 2010 and June 30, 2015, Agrium U.S. shall provide REMC with additional 7,500 tons ofammonia storage capacity per year at one of the following facilities (as determined by AgriumU.S.): (i) CF’s facility located in Albany, Illinois, which facility is to be acquired at theClosing, or (ii) CF’s facility located in Kingston Mines, Illinois, which facility is to beacquired at the Closing (the facility selected, the “Additional Storage Facility”).b. If the Effective Time occurs after June 30, 2010, then during the period between July 1,2011 and June 30, 2016, Agrium U.S. shall provide REMC with additional 7,500 tons of ammoniastorage capacity per year at the Additional Storage Facility. In addition, Agrium U.S. and REMCmay mutually agree upon an
 
5

 
arrangement for Agrium U.S. to provide REMC with additional 7,500 tonsof ammonia storage capacity at the Additional Storage Facility during the period between theEffective Time and June 30, 2011.c. Agrium U.S. shall also grant REMC an option to extend the use of the Additional StorageFacility (as contemplated by Section 6(a) or Section 6(b) above, as applicable) for an additionalfour (4) year period: (i) starting on July 1, 2015 and ending on June 30, 2019 in the event theAdditional Storage Facility is utilized pursuant to Section 6(a) and (ii) starting on July 1, 2016and ending on June 30, 2020 in the event the Additional Storage Facility is utilized pursuant toSection 6(b).d. Except as provided in this Amendment, the terms and conditions of the terminal services tobe provided by Agrium U.S. with respect to the Additional Storage Facility shall reflect the sameterms and conditions currently in effect under Article III of the Distribution Agreement withrespect to the NIOTA Facility, as applicable; provided, however, that such termsand conditions shall be adjusted pro rata to reflect 7,500 tons of ammonia storage capacity peryear to be used in the Additional Storage Facility relative to the storage capacity per year ascurrently in effect under the Distribution Agreement with respect to the NIOTA Facility. For theavoidance of doubt, except as otherwise expressly provided herein, with respect to storage at theAdditional Storage Facility (including level of service, freight costs, failure to receive ammonia,risk of loss and access), all references to “NIOTA Facility” in Article III of the DistributionAgreement (e.g., Section 3.5, 3.6, 3.7, 3.8 and 3.9 of the Distribution Agreement) shall be deemedto refer to the Additional Storage Facility.e. Notwithstanding anything in this Section 6 to the contrary, the terminal services fees withrespect to the Additional Storage Facility to be paid by REMC to Agrium U.S. shall be equal to (i)the direct on-site, full operating costs (whether fixed and/or variable) per tonne charged at theNIOTA facility (assuming the entire NIOTA facility is being utilized and determined in a mannerconsistent with the methodologies set forth in the Distribution Agreement, as amended hereby)multiplied by the number of tonnes utilized by REMC at the Additional Storage Facility plus (ii) a$12,500 per month fixed fee.7. Future Agreements with respect to Ammonia Barges. To the extent REMC, during anyperiod which is outside of the ammonia application season, determines that it needs to transportammonia products from the Facility to either the NIOTA Facility or the Additional Storage Facility,Agrium U.S. agrees to enter into negotiations with REMC, in good faith, seeking to reach agreements(containing commercially reasonable terms and conditions) with respect to the usage by REMC ofAgrium U.S.’s available and unused, if existing, ammonia barges capacity.8. Consideration. If the Effective Time occurs and in addition to any payment by REMCor any of its affiliates to Agrium U.S. or any of its affiliates pursuant to the terms of theDistribution Agreement, as amended herein, as a consideration for the
 
6

 
amendments, terminations,transactions and services contemplated by this Amendment, REMC agrees to pay Agrium U.S. (a) inthe event the Effective Time occurs prior to October 1, 2010, an amount equal to U.S.$2,000,000 oneach of January 1, 2011, 2012, 2013 and 2014 (such that the total consideration to be paid shallequal U.S.$8,000,000), or (b) in the event the Effective Time occurs on or after October 1, 2010,an amount equal to U.S.$2,000,000 on each of January 1, 2012, 2013 and 2014 (such that the totalconsideration to be paid shall equal U.S.$6,000,000).9. Assignment of the Distribution Agreement to REMC. Notwithstanding anything inSection 11 of this Amendment to the contrary, concurrently with the execution of this Amendment,Rentech is hereby assigning, conveying or otherwise transferring its rights, title and interestunder the Distribution Agreement to REMC in accordance with Section 8.2 of the DistributionAgreement. Notwithstanding anything herein to the contrary, Agrium U.S. consents to andacknowledges this assignment and the parties hereby agree that this Section 9 shall survive anytermination of this Amendment.10. Definition of the term “Pro Rata Share” in the Distribution Agreement.a. Notwithstanding anything in this Amendment to the contrary, Agrium U.S., Rentech and REMChereby agree that the definition of the term “Pro Rata Share” in Article III of the DistributionAgreement shall be amended to add the following phrase at the end of the definition thereof: **“;provided, however, that the Pro Rata Share shall not exceed a fraction, expressed as a percentage,the numerator of which shall be equal to the Current Limit and the denominator of which shall beequal to the Maximum SQ.”**b. Notwithstanding anything in Section 11 below to the contrary, the amendment of the term“Pro Rata Share” as contemplated in Section 10(a) above shall become effective concurrently withthe execution of this Amendment.c. Notwithstanding anything in this Amendment to the contrary, Agrium U.S., Rentech and REMChereby agree that this Section 10 shall survive any termination of this Amendment.11. Conditions to Effectiveness of this Amendment. Except with respect to Section 9and Section 10, which shall become effective immediately as of the date hereof, the consummation ofthe transactions contemplated by this Amendment and the occurrence of the Effective Time shall beconditioned on (i) the approval of this Amendment by the FTC in connection with Agrium Inc.’sproposed acquisition of CF (the “FTC Approval”) and (ii) the occurrence of the Closing.Agrium U.S. hereby agrees to provide Rentech and REMC with (a) a notice of the receipt of the FTCApproval byAgrium Inc., which notice shall be provided to Rentech and REMC within three (3) business daysfollowing the receipt of such FTC Approval, (b) a notice of the anticipated date on which theEffective Time is expected to occur, which notice shall be provided to
 
7

 
Rentech and REMC reasonablyin advance of such date and (c) a written notice of the occurrence of the Closing, which noticeshall be provide to Rentech and REMC within three (3) business days after the Closing.12. Further Assurances.a. Each of the parties hereto shall use its commercially reasonable efforts to take, or causeto be taken, all actions and to do, or cause to be done, all things necessary, proper or advisableto effect the transactions contemplated by this Amendment.b. Immediately following the execution of this Amendment, each of Rentech and REMC shall usecommercially reasonable efforts to work expeditiously and cooperatively with Agrium Inc. and theFTC to obtain the FTC Approval, including provision of information, documents, and materials to theFTC as requested by same.c. Notwithstanding anything in Section 12(b) above to the contrary, under no circumstancesshall Rentech or REMC be obligated to provide any non-public information, documents, or materialsto Agrium U.S., the FTC or any other person without the prior consent of Rentech or REMC (whichconsent shall not be unreasonably withheld, delayed or conditioned) and if such provision wouldotherwise violate any applicable securities laws.13. Termination. This Amendment shall be terminated (i) by a mutual written consentof all of the parties hereto, (ii) at Agrium U.S.’s option, on or after October 31, 2009, if theFTC Approval shall not have been obtained by such date, or (iii) at REMC’s option, on or afterApril 25, 2011, if the Effective Time shall not have occurred by such date. Section 9 (Assignmentof the Distribution Agreement to REMC), Section 10 (Definition of the term “Pro Rata Share” in theDistribution Agreement) and Section 17 (Expenses) shall survive any termination of this Amendment.14. Assignment of Storage Facilities. Notwithstanding anything contained in theDistribution Agreement to the contrary, at any time following the Effective Time, Agrium U.S. shallhave the right to assign, sell, convey or otherwise transfer (“Transfer”) all of itsrights, title, benefit and interest in the NIOTA Facility and the Additional Storage Facilitytogether with its rights and obligations under the Distribution Agreement and this Amendment withrespect to the NIOTA Facility and the Additional Storage Facility, as applicable, to any thirdparty; provided, however, that such Transfer (other than a Transfer to (i) one ormore of Agrium U.S.’s affiliates, which Transfer shall include the Transfer of all of Agrium U.S.’srights and obligations under the Distribution Agreement, as amended pursuant to the terms of thisAmendment, or (ii) any of Agrium U.S.’s or its affiliates’ senior lenders as collateral to securetheperformance of their respective obligations to such senior lender, as applicable, whichTransfer referred to in clauses (i) and (ii) shall not require the consent of REMC) shall besubject to the prior written consent of REMC, which consent shall not be unreasonably
 
8

 
withheld,conditioned or delayed. No such Transfer shall be effective unless and until REMC receives (A)notice of the same and (B) confirmation from the transferee of its agreement to be bound by theterms of the Distribution Agreement.15. Confidentiality.a. Each party agrees to keep confidential, and not to disclose or allow disclosure by any ofits representatives to others of any portion of, the terms of this Amendment (including, itsexistence), except to its representatives on a need to know basis after they have agreed to bebound by the terms of this Section 15.b. Notwithstanding the foregoing, in the event either party is advised by counsel that suchparty is required by law (including in any filings made by such party with (i) the Securities andExchange Commission, (ii) a Canadian securities regulatory authority or (iii) any nationalsecurities exchange) to make any public disclosure of any of the terms of this Amendment(including, its existence), such party may make such public disclosure. Notwithstanding anythingto the contrary contained in this Amendment or the Distribution Agreement, Agrium U.S. and itsaffiliates (including Agrium Inc.) and their respective representatives may disclose to theCanadian Competition Bureau and the FTC the terms of this Amendment (including, its existence).c. The agreement by Rentech and REMC to provide information to the FTC and the consent todisclosures by Agrium U.S. and Agrium Inc. to the FTC are based upon the understanding by Rentechand REMC that the FTC is generally bound by statute and/or regulations to prevent public disclosureof such information to the extent it is confidential.16. Effect on the Distribution Agreement. Except as explicitly set forth in thisAmendment, all the terms and conditions of the Distribution Agreement shall survive the EffectiveTime and shall continue to be in full force and effect thereafter. Except as explicitly set forthin this Amendment, in the event this Amendment is terminated in accordance with its terms, uponsuch termination, the Distribution Agreement, including all such terms and conditions contemplatedto be amended by this Amendment, shall continue to be in full force and effect as if this Amendmenthad never been entered into. Except as explicitly set forth in this Amendment, from and after theEffective Time and until this Amendment is terminated in accordance with its terms and conditions,in the event of a conflict between the terms and conditions of this Amendment and the terms andconditions of the Distribution Agreement, the terms and conditions of this Amendment shallconstitute the agreement between the parties herein and shall supersede the agreements contained inthe Distribution Agreement.17. Expenses. Whether or not the transactions contemplated by this Amendment areconsummated, all costs and expenses incurred in connection with thetransactions contemplated by this Amendment and this Amendment will be paid by the partyincurring or required to incur such expenses.
 
9

 
18. Notices. All notices, requests, demands and other communications made hereundershall be in wiring and shall be deemed duly given on the date of receipt if personally delivered(or sent by facsimile) or five days after mailing if sent by mail, postage prepaid, to theaddresses set forth below or to such other address or person as either party may designate bynotice to the other parties hereunder:       If to Agrium U.S., to: Agrium U.S.    c/o 13131 Lake Fraser Drive S.E.    Calgary, Alberta    Canada T2J 7E8    Fax: (403) 225-7610    Attention: Joni R. Paulus.       If to Rentech, to: Rentech Development Corporation    10877 Wilshire Blvd., Suite 710    Los Angeles, CA 90024    Fax: (310) 208-7165    Attention: Dan Cohrs       If to REMC, to: Rentech Energy Midwest Corporation    16675 Highway 20 West    East Dubuque, IL 61025    Fax: (815) 747-3110    Attention: John Ambrose19. Power and Authority. Rentech and REMC, jointly and severally, represent andwarrant that (a) each has full power and authority, and has taken all action necessary, to executeand deliver this Amendment and (b) this Amendment constitutes the legal, valid and bindingobligation of such party, enforceable in accordance with its terms. Agrium U.S. represents andwarrants that (a) it has full power and authority, and has taken all action necessary, to executeand deliver this Amendment and (b) this Amendment constitutes the legal, valid and bindingobligation of Agrium U.S., enforceable in accordance with its terms.20. Governing Law; Consent to Jurisdiction. This Amendment shall be governed by andconstrued in accordance with the laws of the State of New York without regard to conflict of lawprinciples of such State. To the fullest extent permitted by applicable law, each of the partiesherein hereby unconditionally and irrevocable waives any claim to assert that the law of any otherjurisdiction governs this Amendment. Each of the parties herein agrees and consents to be subjectto the exclusive jurisdiction of the United States District Court of the Southern District of NewYork, and in the absence of such Federal jurisdiction, the parties herein consent to be subject tothe exclusive jurisdiction of a court of The State of New York located in such district andhereby waive the right to assert the lack of personal or subject matter jurisdiction orimproper venue in connection with any such suit, action or other proceeding. In
 
10

 
furtherance of theforegoing, each of the parties herein (i) waives the defense of inconvenient forum, (ii) agrees notto commence any suit, action or other proceeding arising out of this Amendment or any of thetransactions contemplated hereby other in any such court, and (iii) agrees that a final judgment inany such suit, action or other proceeding shall be conclusive and may be enforced in otherjurisdictions by suit or judgment or in any other manner provided by law.21. WAIVER OF JURY TRAIL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLYWAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISINGOUT OF THIS AMENDMENT. EACH PARTY HEREBY CERTIFIES THAT NONE OF THE OTHER PARTIES, ITS SENIORMANAGEMENT OR ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULDNOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THEOTHER PARTIES RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO SUCH PARTYTO ENTER INTO THIS AMENDMENT.22. Counterparts. This Amendment may be executed in one or more counterparts(including by facsimile), all of which shall be considered one and the same agreement and shallbecome effective when one or more counterparts have been signed by each of the parties anddelivered to the other parties.
 
11

 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered as of the date first above written.      AGRIUM U.S., INC.